WEBSITE TERMS OF USE

1. AGREEMENT

These Terms of Use (the “Agreement”) constitute
a legally binding agreement by and between
. (“”) and you
or your company (in either case, “You” or
“Your”) concerning Your use of
’s website (the “Website”)
and the services available through the Website (the “Services”).
By using the Website, You represent and warrant that You have read and understood,
and agree to be bound by, the Agreement and
’s Privacy Policy (the “
Privacy
Policy
”). IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO
BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND
CEASE USING THE SERVICES.

2. PRIVACY POLICY

By using the Website, You consent to the collection and use of certain information
about You, as specified in the Privacy Policy.
encourages users of the Website to frequently check
’s Privacy Policy for changes.

3. CHANGES TO AGREEMENT AND PRIVACY POLICY

Internet technology and the applicable laws, rules, and regulations change frequently.
ACCORDINGLY,
RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND ITS PRIVACY POLICY AT ANY TIME UPON
NOTICE TO YOU, TO BE GIVEN BY THE POSTING OF A NEW VERSION OR A CHANGE NOTICE ON
THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT AND THE PRIVACY
POLICY PERIODICALLY. IF AT ANY TIME YOU FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY
LEAVE THE WEBSITE AND CEASE USING THE SERVICES. Unless
obtains Your express consent, any revised Privacy Policy will apply only to information
collected by
after such time as the revised Privacy Policy takes effect, and not to information
collected under any earlier Privacy Policies.

4. ELIGIBILITY

BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST
18 YEARS OLD, AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS
UNDER APPLICABLE LAW. Any individual using the Website or Services on behalf of
a company further represents and warrants that they are authorized to act and enter
into contracts on behalf of that company. This Agreement is void where prohibited.

5. LICENSE

Subject to Your compliance with the terms and conditions of this Agreement, to include
among other provisions paragraph 17 of this Agreement,
grants You a non-exclusive, non-sublicensable, revocable as stated in this Agreement,
non-transferable license to access and make personal use of the Website in connection
with Your use of the Services, and not to save, copy or download (other than page
caching) or modify the Website, or any portion of it, except with the express written
consent of
. This license does not include any resale or commercial use of the
Website or its content; any collection and use of any product listings, descriptions
or prices; any derivative use of the Website or its contents; or any use of data
mining, robots, or similar data gathering and extraction tools. The Website, or
any portion of the Website, may not be reproduced, duplicated, copied, sold, resold,
visited, or otherwise exploited for any commercial purpose without the express written
consent of
.

All rights not expressly granted hereunder are reserved by
. This Agreement grants You no rights in or to the intellectual property
of
or any other party.
retains ownership of the Website and Services and all right, title, and interest
therein, including without limitation all intellectual property rights therein,
and You acknowledge and agree that Your are acquiring only a limited right to use
the Website and Services as licensed hereunder. The license granted in this section
is conditioned on Your compliance with the terms and conditions of this Agreement.
In the event that You breach any provision of this Agreement, Your rights under
this section will immediately terminate.

6. USER INFORMATION/PASSWORD PROTECTION

In connection with Your use of certain Services, You may be required to complete
a registration form. You represent and warrant that all information You provide
on any registration form or otherwise in connection with Your use of the Website
and Services will be complete and accurate, and that You will update that information
as necessary to maintain its completeness and accuracy.

You may also be asked to provide, or may be given, a user name and password in connection
with certain of the Services. You are entirely responsible for maintaining the confidentiality
of Your password. You may not use the account, user name, or password of someone
else at any time. You agree to notify
immediately of any unauthorized use of Your account, user name, or password.
shall not be liable for any loss that You incur as a result of someone else using
Your password, either with or without Your knowledge. You may be held liable for
any losses incurred by
, its affiliates, officers, directors, employees, consultants, agents,
and representatives due to someone else’s use of Your account or password. You must
also promptly notify
if any credit card that You have provided to us is lost, stolen or used without
permission.

7. THIRD-PARTY WEBSITES

The Website is linked with the websites of a number of third parties (“
Third-Party
Websites
”), some of whom have established relationships with
and some of whom do not.
does not have control over the content and performance of Third-Party Websites.
HAS NOT REVIEWED, AND CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, INCLUDING COMPUTER
SOFTWARE OR OTHER GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES.
ACCORDINGLY,
DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY,
CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION, MATERIAL,
GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES.
DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES
OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY
WEBSITES.

8. PRODUCT DESCRIPTIONS

attempts to be as accurate as possible in its product, pricing, and rebate information;
however,
cannot guarantee that product descriptions and/or specifications, pricing or any
other content on the Website are accurate, complete, reliable, current or error-free.
In the event that information is incorrect due to typographical, informational,
technical or other errors,
will not be liable for any loss or discrepancy with accurate data. If a product
offered on the Website is not as described, or does not meet your expectations,
Your sole remedy is to contact AfterOrdering to discuss the problem, whereby action may
be taken.
has a No Return Policy on all personalized items.

9. PRODUCT PRICING

Except as otherwise noted, the price displayed for products on the Website represents
the full retail price listed on the product itself, suggested by the manufacturer
or supplier, or estimated in accordance with industry practice, or the estimated
retail value for a comparably featured item offered elsewhere. Despite
’s best efforts, a small number of items on the Website may be mispriced.
If an item’s correct price is higher than the stated the price,
will, at
’s sole discretion, either contact You for instructions before shipping
or cancel Your order and notify You of such cancellation.

10. PAYMENT METHODS

accepts payment through the following credit cards: Visa, MasterCard, Discover and
American Express.
may obtain pre-approval from the credit card company for an amount up to the amount
of the order. Billing to Your credit card occurs at the point of order or shortly
thereafter.

11. SALES TAX

We collect the appropriate Illinois Sales tax on all orders placed by Illinois Residents,
regardless of the order's destination.

12. SHIPPING

All orders placed on the Website are subject to product availability and will be
shipped according to
’s shipping policies. Please review the
Shipping
Information
page on the Website for additional information on shipping times,
rates and policies. In the rare event that Your order never arrives, notification
of lost items must be received within 15 days from receipt of the shipping confirmation
e-mail.

13. CONSENT TO RECEIVE EMAIL

You may subscribe to receive special offers from
either Year Round or Seasonal Only. You may opt-out of receiving Email Communications
at any time by emailing Promotions or by following the unsubscribe instructions contained
in each Email Communication.

14. USER CONTENT

“User Content” is any content, materials
or information, not including Personal Information (as defined in
’s Privacy Policy) that You upload
or post to, or transmit, display, perform or distribute by means of, the Website,
whether in connection with Your use of Services or otherwise. YOU HEREBY GRANT
AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, REPRESENTATIVES, SUBLICENSEES,
SUCCESSORS, ASSIGNS, AND CONTRACTORS (COLLECTIVELY, THE “
Parties
”) A PERPETUAL, FULLY PAID-UP, WORLDWIDE, SUBLICENSABLE, IRREVOCABLE,
ASSIGNABLE LICENSE TO COPY, DISTRIBUTE, TRANSMIT, PUBLICLY DISPLAY OR PERFORM, EDIT,
TRANSLATE, REFORMAT AND OTHERWISE USE USER CONTENT IN CONNECTION WITH THE OPERATION
OF THE WEBSITE, SERVICES OR ANY OTHER SIMILAR OR RELATED BUSINESS, IN ANY MEDIUM
NOW EXISTING OR LATER DEVISED, INCLUDING WITHOUT LIMITATION IN ADVERTISING AND PUBLICITY.
YOU FURTHER AGREE THAT
PARTIES MAY PUBLISH OR OTHERWISE DISCLOSE YOUR NAME AND/OR ANY USER NAME OF YOURS
IN CONNECTION WITH THEIR EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. YOU
AGREE TO WAIVE, AND HEREBY WAIVE, ANY CLAIMS ARISING FROM OR RELATING TO THE EXERCISE
BY
PARTIES OF THE RIGHTS GRANTED UNDER THIS SECTION, INCLUDING WITHOUT LIMITATION ANY
CLAIMS RELATING TO YOUR RIGHTS OF PERSONAL PRIVACY AND PUBLICITY. YOU WILL NOT BE
COMPENSATED FOR ANY EXERCISE OF THE LICENSE GRANTED UNDER THIS SECTION. You hereby
represent and warrant that You own all rights, title and interest in and to User
Content or are otherwise authorized to grant the rights provided
Parties under this section.

15. OBJECTIONABLE CONTENT

You represent and warrant that you shall not use the Website or Services to upload,
post, transmit, display, perform or distribute any content, information or materials
that: (a) are libelous, defamatory, abusive, or threatening, excessively violent,
harassing, obscene, lewd, lascivious, filthy, pornographic, may constitute child
pornography, may solicit personal information from or exploit in a sexual or violent
manner anyone under the age of 18, or are otherwise objectionable; (b) advocate
or encourage conduct that could constitute a criminal offense, give rise to civil
liability, or otherwise violate any applicable local, state, national, or foreign
law or regulation; (c) advertise or otherwise solicit funds or constitute a solicitation
for goods or services; or (d) violate any provision of this Agreement or any other
agreement or policy (collectively, “Objectionable Content”).
may monitor the Website for Objectionable Content. Without limiting any of its other
remedies,
reserves the right to terminate Your use of the Website and Services or Your uploading,
posting, transmission, display, performance or distribution of Objectionable Content.
, in its sole discretion, may delete any Objectionable Content from
its servers.
intends to cooperate fully with any law enforcement officials or agencies in the
investigation of any violation of this Agreement or of any applicable laws.

16. PROHIBITED USES

imposes certain restrictions on Your use of the Website and the Services. You represent
and warrant that you will not: (a) violate or attempt to violate any security features
of the Website or Services; (b) copy or otherwise duplicate, directly or indirectly,
any portion of the Website, including without limitation, all designs, information,
photographs, images, drawings, videos, music, text, typefaces, graphics, products,
code, and other files, and the selection, arrangement and organization thereof (collectively,
“
Content
”); (c) use any software that enables copying or duplication of
Content for later off-line viewing; (d) distribute, display, modify, transmit, resell,
reuse, or repost
Content in any electronic form, including any online service, the Internet or any
other telecommunications medium which now exists or shall exist in the future, for
any purpose, without the prior written permission of
; (e) access content or data not intended for You, or log onto a server
or account that You are not authorized to access; (f) attempt to probe, scan, or
test the vulnerability of the Services, the Website, or any associated system or
network, or breach security or authentication measures without proper authorization;
(g) interfere or attempt to interfere with the use of the Website or Services by
any other user, host or network, including, without limitation by means of submitting
a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; (h)
use the Website or Services to send unsolicited e-mail, including without limitation
promotions or advertisements for products or services; (i) forge any TCP/IP packet
header or any part of the header information in any e-mail or in any uploading or
posting to, or transmission, display, performance or distribution by means of, the
Website or Services; or (j) attempt to modify, reverse-engineer, decompile, disassemble
or otherwise reduce or attempt to reduce to a human-perceivable form any of the
source code used by
Parties in providing the Website or Services. Any violation of this section may
subject You to civil and/or criminal liability.

17. INTELLECTUAL PROPERTY

(a) Compliance with Law
You represent and warrant that, when using the Website and Services, You will obey
the law and respect the intellectual property rights of others. Your use of the
Website and Services is at all times governed by and subject to laws regarding copyright
ownership and use of intellectual property generally. You agree not to upload, post,
transmit, display, perform or distribute any content, information or other materials
in violation of any third party’s copyrights, trademarks, or other intellectual
property or proprietary rights. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY VIOLATIONS
OF ANY LAWS AND FOR ANY INFRINGEMENTS OF THIRD-PARTY RIGHTS CAUSED BY YOUR USE OF
THE WEBSITE AND SERVICES. THE BURDEN OF PROVING THAT CONTENT, INFORMATION OR OTHER
MATERIALS DO NOT VIOLATE ANY LAWS OR THIRD-PARTY RIGHTS RESTS SOLELY WITH YOU.

(b) Trademarks
ChristmasOrnaments.com, ChristmasOrnaments.com logo and [theornamentshop.com, ornamentstore.com,
SantasOrnamentShop.mobi, SantasOrnamentShop.org, SantasOrnamentShop.us, SantasOrnamentShop.info,
SantasOrnamentShop.biz, SantasOrnamentShop.name, SantasOrnamentShop.ws, ChristmasOrnaments.net,
ChristmasOrnaments.mobi, ChristmasOrnaments.org, ChristmasOrnaments.us, ChristmasOrnaments.info, ChristmasOrnaments.biz,
ChristmasOrnaments.us, ChristmasOrnaments.name] (the “
ChristmasOrnaments.com
Marks
”) are trademarks or registered trademarks of ChristmasOrnaments.com,
Inc. Other trademarks, service marks, graphics, logos and domain names appearing
on the Website may be the trademarks of third parties. Neither Your use of the Website
and Services nor this Agreement grant You any right, title or interest in or to,
or any license to reproduce or otherwise use, ChristmasOrnaments.com Marks or any third-party
trademarks, service marks, graphics, logos or domain names. You agree that any goodwill
in ChristmasOrnaments.com Marks generated as a result of Your use of the Website and Services
will inure to the benefit of ChristmasOrnaments.com, and You agree to assign, and hereby
do assign, all such goodwill to ChristmasOrnaments.com. You shall not at any time, nor
shall You assist others to, challenge ChristmasOrnaments.com’s right, title, or interest
in or to, or the validity of, ChristmasOrnaments.com Marks.

(b) Trademarks
ChristmasOrnaments.com, ChristmasOrnaments.com logo and [theChristmasOrnaments.com,
ornamentstore.com, SantasOrnamentShop.mobi, SantasOrnamentShop.org, SantasOrnamentShop.us,
SantasOrnamentShop.info, SantasOrnamentShop.biz, SantasOrnamentShop.name, SantasOrnamentShop.ws,
ChristmasOrnaments.net, ChristmasOrnaments.mobi, ChristmasOrnaments.org, ChristmasOrnaments.us, ChristmasOrnaments.info,
ChristmasOrnaments.biz, ChristmasOrnaments.us, ChristmasOrnaments.name] (the “ChristmasOrnaments.com
Marks”) are trademarks or registered trademarks of ChristmasOrnaments.com, Inc.
Other trademarks, service marks, graphics, logos and domain names appearing on the
Website may be the trademarks of third parties. Neither Your use of the Website
and Services nor this Agreement grant You any right, title or interest in or to,
or any license to reproduce or otherwise use, ChristmasOrnaments.com Marks or any
third-party trademarks, service marks, graphics, logos or domain names. You agree
that any goodwill in ChristmasOrnaments.com Marks generated as a result of Your
use of the Website and Services will inure to the benefit of ChristmasOrnaments.com,
and You agree to assign, and hereby do assign, all such goodwill to ChristmasOrnaments.com.
You shall not at any time, nor shall You assist others to, challenge ChristmasOrnaments.com’s
right, title, or interest in or to, or the validity of, ChristmasOrnaments.com Marks.

(d) DMCA Policy
As
asks others to respect
’s intellectual property rights,
respects the intellectual property rights of others. If you have evidence, know,
or have a good faith belief that your copyright rights or the copyright rights of
a third party have been violated and you want
to delete, edit, or disable the material in question, you must provide
with all of the following information: (a) a physical or electronic signature of
a person authorized to act on behalf of the owner of the exclusive right that is
allegedly infringed; (b) identification of the copyrighted work claimed to have
been infringed, or, if multiple copyrighted works are covered by a single notification,
a representative list of such works; (c) identification of the material that is
claimed to be infringed or to be the subject of infringing activity and that is
to be removed or access to which is to be disabled, and information reasonably sufficient
to permit
to locate the material; (d) information reasonably sufficient to permit
to contact you, such as an address, telephone number, and if available, an electronic
mail address at which you may be contacted; (e) a statement that you have a good
faith belief that use of the material in the manner complained of is not authorized
by the copyright owner, its agent, or the law; and (f) a statement that the information
in the notification is accurate, and under penalty of perjury, that you are authorized
to act on behalf of the owner of an exclusive right that is allegedly infringed.
For this notification to be effective, you must provide it to
’s designated agent at:
Email Address: Russ@ChristmasOrnaments.com
Subject: Copyright Agent

will respond to all such notices, including as required or appropriate by removing
the offending material or disabling all links to the offending material.
has adopted a policy that provides for the immediate suspension and/or termination
of any user who is found to have infringed on the rights of
or of a third party, or otherwise violated any intellectual property laws or regulations.

18. DISCLAIMERS; LIMITATION OF LIABILITY

(a) NO WARRANTIES.
, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY
DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS
AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW,
, ON BEHALF OF ITSELF AND LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIMS
ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. NEITHER
NOR LICENSORS OR SUPPLIERS WARRANTS THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR
REQUIREMENTS OR THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED
OR ERROR-FREE. NEITHER
NOR ITS LICENSORS OR SUPPLIERS HAS ANY LIABILITY WHATSOEVER FOR YOUR USE OF THE
WEBSITE OR SERVICES.

(b) YOUR RESPONSIBILITY FOR DAMAGE
YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL
NOT HOLD
OR ITS LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE THAT RESULTS
FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE
TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS,
ERRORS, PROBLEMS OR OTHER LIMITATIONS.

(c) LIMITATION OF LIABILITY
THE LIABILITY OF
AND ITS LICENSORS AND SUPPLIERS IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN NO EVENT SHALL
OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY,
FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE
CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES
OR OF ANY ADVICE OR NOTICE GIVEN TO
OR ITS LICENSORS AND SUPPLIERS ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF
THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES
ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.
ADDITIONALLY, THE MAXIMUM LIABILITY OF
AND LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL BE EQUAL TO THE
AGGREGATE PRICE YOU PAID TO
DURING THE YEAR PRECEDING THE INCIDENT OR INCIDENTS GIVING RISE TO SUCH LIABILITY.
YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF
RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN
AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

(d) APPLICATION
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER
DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN ANY OTHER AGREEMENT
BETWEEN YOU AND
OR BETWEEN YOU AND ANY OF
’S LICENSORS AND SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE
EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO
SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY
TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS,
WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY
REMEDY FAILS ITS ESSENTIAL PURPOSE.
’S LICENSORS AND SUPPLIERS ARE INTENDED THIRD-PARTY BENEFICIARIES
OF THESE DISCLAIMERS, WAIVERS AND LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER
ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY
OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.

19. GENERAL REPRESENTATION AND WARRANTY

You represent and warrant that Your use of the Website and Services will be in accordance
with this Agreement and any other
policies, and with any applicable laws or regulations.

20. INDEMNITY BY YOU

You agree to defend, indemnify and hold harmless
and its officers, directors, employees, agents, affiliates, representatives, sublicensees,
successors, assigns, and contractors (collectively, the “
Parties
”) from and against any and all claims, actions, demands, causes
of action and other proceedings (collectively, “Claims”),
including but not limited to legal costs and fees, arising out of or relating to:
(i) Your breach of this Agreement, including without limitation any representation
or warranty contained in this Agreement; (ii) Your access to or use of the Website
or Services; or (iii) Your provision to
or any of
Parties of information or other data.

Parties will have the right, but not the obligation, to participate through counsel
of their choice in any defense by You of any Claim as to which You are required
to defend, indemnify or hold harmless
Parties. You may not settle any Claim without the prior written consent of the concerned
Parties.

21. GOVERNING LAW; JURISDICTION AND VENUE

(a) Website, Services & Agreement
You agree that all matters relating to this Agreement, and Your access or use of
the Website and Services, including without limitation all disputes and this Agreement’s
interpretation, shall be governed by and construed in accordance with the laws of
the State of Illinois without regard to its conflict of law principles. The language
in this Agreement shall be interpreted in accordance with its fair meaning and not
strictly for or against either party. THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING
OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT WILL BE THE STATE
AND FEDERAL COURTS LOCATED IN OR NEAREST TO CHICAGO, ILLINOIS. THE PARTIES HEREBY
STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND
VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF
PROCESS.

22. TERMINATION

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT,
RESERVES THE RIGHT TO, IN
’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF
THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL,
INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION,
WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.

This Agreement shall automatically terminate in the event that You breach any of
this Agreement’s representations, warranties or covenants. Such termination shall
be automatic, and shall not require any action by
.

Any termination of this Agreement automatically terminates all rights and licenses
granted to You under this Agreement, including all rights to use the Website and
Services. Subsequent to termination,
reserves the right to exercise whatever means it deems necessary to prevent Your
unauthorized use of the Website and Services, including without limitation technological
barriers such as IP mapping and direct contact with Your Internet Service Provider.

If
, in
’s discretion, takes legal action against You in connection with any
actual or suspected breach of this Agreement,
will be entitled to recover from You as part of such legal action, and You agree
to pay,
’s reasonable costs and attorneys’ fees incurred as a result of such
legal action.

Parties will have no legal obligation or other liability to You or to any third
party arising out of or relating to any termination of this Agreement. Upon termination,
all rights and obligations created by this Agreement will terminate, except that
Sections 1-3, 5-7, 14-22 and 24 will survive any termination of this Agreement.
For clarification, termination of this Agreement will not relieve You of Your obligation
to pay any fees owed
.

23. GENERAL

(a) Entire Agreement; Amendment
This Agreement constitutes the entire agreement between
and You concerning Your use of the Website. This Agreement and any other written
agreements executed between You and
constitute the entire agreement concerning Your use of the Services. This Agreement
may only be modified by a written amendment signed by an authorized executive of
or by the unilateral amendment of this Agreement by
and by the posting by
of such amended version.

(b) Severability; Waiver
If any part of this Agreement is held invalid or unenforceable, that part will be
construed to reflect the parties’ original intent, and the remaining portions will
remain in full force and effect. A waiver by either party of any term or condition
of this Agreement or any breach thereof, in any one instance, will not waive such
term or condition or any subsequent breach thereof.

(c) Assignment
This Agreement and all of Your rights and obligations hereunder will not be assignable
or transferable by You without the prior written consent of
. This Agreement will be binding upon and will inure to the benefit
of the parties, their successors and permitted assigns.

(d) Relationship
You and
are independent contractors, and no agency, partnership, joint venture or employee-employer
relationship is intended or created by this Agreement.

(e) Third-Party Beneficiaries
Except for
Parties as and to the extent set forth in Sections 15, 17, 21 and 24(e), and
’s licensors and suppliers as and to the extent expressly set forth
in Section 19, there are no third-party beneficiaries to this Agreement.

(f) Irreparable Injury
You acknowledge and agree that any actual or threatened breach of this Agreement
or infringement of proprietary or other third party rights by You would cause irreparable
injury to
and
’s licensors and suppliers, and would therefore entitle
or
’s licensors or suppliers, as the case may be, to injunctive relief.

(g) Notices
All notices required or permitted to be given under this Agreement must be in writing.
shall give any notice by email sent to the most recent email address, if any, provided
by the intended recipient to
. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS
ON FILE WITH
IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING
BY
OF AN EMAIL TO THAT ADDRESS. You shall give any notice to
by means of: (i) hand delivery; (ii) certified U.S. mail, return receipt requested,
postage prepaid; or (iii) overnight courier, each as send to: 28457 N. Ballard Drive – Unit C,
Lake Forest, IL, 60045. All notices to
will be deemed received as follows: (i) if by hand-delivery, on the date of delivery;
(ii) if delivery by U.S. mail, on the date of receipt appearing on a return receipt
card; or (iii) if by overnight courier, on the date the receipt is confirmed by
such courier service. You agree that any notice received from
electronically satisfies any legal requirement that such notice be in writing.

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